FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2000
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from ______________________ to _____________________
Commission file number
0-24095
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CNL Income Fund XVIII, Ltd.
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(Exact name of registrant as specified in its charter)
Florida 59-3295394
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801-3336
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _________
<PAGE>
CONTENTS
Part I Page
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 10
Part II
Other Information 11-15
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------ ------------------
<C> <S>
ASSETS
Landand buildings on operating leases, less accumulated
depreciation of $1,093,185 and $899,785, respectively,
and allowance for loss on land of $197,466 in 2000 and 1999 $ 22,321,472 $ 22,514,872
Net investment in direct financing leases 5,166,241 5,209,759
Investment in joint ventures 1,749,177 688,113
Cash and cash equivalents 840,078 1,282,113
Restricted cash -- 690,885
Receivables, less allowance for doubtful
accounts of $25,468 and $11,172, respectively 1,753 28,037
Prepaid expenses 15,252 9,341
Accrued rental income 404,941 383,725
Other assets -- 59,161
------------------ ------------------
$ 30,498,914 $ 30,866,006
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 41,395 $ 86,294
Accrued and escrowed real estate taxes payable 10,890 --
Distributions payable 700,000 700,000
Due to related parties 65,562 36,737
Rents paid in advance 48,586 13,969
Deferred rental income 48,246 45,151
------------------ ------------------
Total liabilities 914,679 882,151
Partners' capital 29,584,235 29,983,855
------------------ ------------------
$ 30,498,914 $ 30,866,006
================== ==================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------- ------------- -------------- --------------
Revenues:
Rental income from operating leases $ 603,820 $ 617,184 $ 1,212,165 $ 1,229,505
Adjustments to accrued rental income (92,314 ) -- (92,314 ) --
Earned income from direct financing leases 115,994 174,200 246,466 323,001
Interest and other income 12,140 61,913 33,714 45,228
------------- ------------- -------------- --------------
639,640 853,297 1,400,031 1,597,734
------------- ------------- -------------- --------------
Expenses:
General operating and administrative 46,364 35,920 80,285 71,996
Professional services 5,943 11,420 16,177 21,400
Management fees to related party 6,995 7,728 14,249 15,065
Real estate taxes 1,420 2,630 2,664 2,630
State and other taxes -- -- 17,604 14,139
Depreciation and amortization 96,700 96,701 193,400 199,121
Transaction costs 15,494 -- 22,874 --
------------- ------------- -------------- --------------
172,916 154,399 347,253 324,351
------------- ------------- -------------- --------------
Income Before Equity in Earnings of
Unconsolidated Joint Ventures and Lease
Termination Refund to Tenant 466,724 698,898 1,052,778 1,273,383
Equity in Earnings of Unconsolidated
Joint Ventures 15,938 19,740 32,475 28,767
Lease Termination Refund to Tenant (84,873 ) -- (84,873 ) --
------------- ------------- -------------- --------------
Net Income $ 397,789 $ 718,638 $ 1,000,380 $ 1,302,150
============= ============= ============== ==============
Allocation of Net Income:
General partners $ (967 ) $ 46 $ (1,934 ) $ (978 )
Limited partners 398,756 718,592 1,002,314 1,303,128
------------- ------------- -------------- --------------
$ 397,789 $ 718,638 $ 1,000,380 $ 1,302,150
============= ============= ============== ==============
Net Income Per Limited Partner Unit $ 0.11 $ 0.21 $ 0.29 $ 0.37
============= ============= ============== ==============
Weighted Average Number of Limited
Partner Units Outstanding 3,500,000 3,500,000 3,500,000 3,500,000
============= ============= ============== ==============
See accompany notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2000 1999
----------------------- -------------------
General partners:
Beginning balance $ (5,319 ) $ (2,010 )
Net income (1,934 ) (3,309 )
----------------------- -------------------
(7,253 ) (5,319 )
----------------------- -------------------
Limited partners:
Beginning balance 29,989,174 30,270,507
Net income 1,002,314 2,518,665
Distributions ($0.40 and $0.80 per
limited partner unit, respectively) (1,400,000 ) (2,799,998 )
----------------------- -------------------
29,591,488 29,989,174
----------------------- -------------------
Total partners' capital $ 29,584,235 $ 29,983,855
======================= ===================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2000 1999
---------------- ----------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,270,560 $ 1,449,887
---------------- ----------------
Cash Flows from Investing Activities:
Additions to land and buildings on operating leases -- (25,792 )
Decrease in restricted cash 688,997 --
Investment in joint ventures (1,001,592 ) (526,138 )
Investment in other assets -- (117 )
---------------- ----------------
Net cash used in investing activities (312,595 ) (552,047 )
---------------- ----------------
Cash Flows from Financing Activities:
Reimbursement of acquisition costs paid by related
parties on behalf of the Partnership -- (2,596 )
Distributions to limited partners (1,400,000 ) (1,400,000 )
---------------- ----------------
Net cash used in financing activities (1,400,000 ) (1,402,596 )
---------------- ----------------
Net Decrease in Cash and Cash Equivalents (442,035 ) (504,756 )
Cash and Cash Equivalents at Beginning of Period 1,282,113 1,839,613
---------------- ----------------
Cash and Cash Equivalents at End of Period $ 840,078 $ 1,334,857
================ ================
Supplemental Schedule of Non-Cash Financing Activities:
Distributions declared and unpaid at end of period $ 700,000 $ 699,998
================ ================
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and six months ended June 30, 2000, may not be indicative
of the results that may be expected for the year ending December 31,
2000. Amounts as of December 31, 1999, included in the financial
statements, have been derived from audited financial statements as of
that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XVIII, Ltd. (the "Partnership") for the year ended December
31, 1999.
2. Investment in Joint Ventures:
In June 2000, the Partnership used the net sales proceeds from the 1999
sale of the Partnership's Property in Atlanta, Georgia, to invest in a
joint venture arrangement, TGIF Pittsburgh Joint Venture, with CNL
Income Fund VII, Ltd., CNL Income Fund XV, Ltd. and CNL Income Fund
XVI, Ltd., each a Florida limited partnership and an affiliate of the
general partners, to purchase and hold one restaurant property. The
Partnership accounts for its investment using the equity method since
the Partnership shares control with affiliates. As of June 30, 2000,
the Partnership owned a 39.5% interest in the profits and losses of the
joint venture.
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
2. Investment in Joint Ventures - Continued:
CNL Portsmouth Joint Venture and Columbus Joint Venture each own and
lease one property to an operator of national fast-food or family-style
restaurants. The following presents the combined, condensed financial
information for the joint ventures at:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------- -------------------
<S> <C>
Land and buildings on operating leases, less
accumulated depreciation $ 3,669,792 $ 1,142,511
Net investment in direct financing lease 319,206 320,961
Cash 8,824 7,969
Receivables -- 851
Accrued rental income 28,657 19,219
Prepaid expenses 314 483
Liabilities 20,712 21,233
Partners' capital 4,006,081 1,470,761
Revenues 78,616 151,716
Net income 68,045 131,214
</TABLE>
The Partnership recognized income totaling $32,475 and $28,767 during
the six months ended June 30, 2000 and 1999, respectively, from these
joint ventures, of which $15,938 and $19,740 was earned during the
quarters ended June 30, 2000 and 1999, respectively.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XVIII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on February 10, 1995, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as land upon which restaurants were to be
constructed (collectively, the "Properties"), which are leased primarily to
operators of selected national and regional fast-food, family-style and casual
dining restaurant chains. The leases generally are triple-net leases, with the
lessees responsible for all repairs and maintenance, property taxes, insurance
and utilities. As of June 30, 2000, the Partnership owned 25 Properties, which
included interests in three Properties owned by joint ventures in which the
Partnership is a co-venturer.
Capital Resources
The Partnership's primary source of capital was cash from operations
(which includes cash received from tenants, distributions from joint ventures
and interest and other income received, less cash paid for expenses). Cash from
operations was $1,270,560 and $1,449,887 for the six months ended June 30, 2000
and 1999, respectively. The decrease in cash from operations for the six months
ended June 30, 2000, as compared to the six months ended June 30, 1999, was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.
Other sources and uses of capital included the following during the six
months ended June 30, 2000.
In June 2000, the Partnership used the net sales proceeds from the 1999
sale of the Partnership's Property in Atlanta, Georgia which were being held in
an interest bearing escrow account, to invest in a joint venture arrangement,
TGIF Pittsburgh Joint Venture, with CNL Income Fund VII, Ltd., CNL Income Fund
XV, Ltd. and CNL Income Fund XVI, Ltd., each a Florida limited partnership and
an affiliate of the general partners, to purchase and hold one restaurant
property. As of June 30, 2000, the Partnership owned a 39.5% interest in the
profits and losses of the joint venture.
Currently, rental income from the Partnership's Properties and any net
sales proceeds from the sale of Properties pending reinvestment in additional
Properties are invested in money market accounts or other short-term, highly
liquid investments, such as demand deposit accounts at commercial banks and
certificates of deposit with less than a 30-day maturity date, pending the
Partnership's use of such funds to pay Partnership expenses or to make
distributions to partners. At June 30, 2000, the Partnership had $840,078
invested in such short-term investments, as compared to $1,282,113 at December
31, 1999. The decrease in cash and cash equivalents is due to the Partnership
investing in TGIF Pittsburgh Joint Venture in June 2000, as described above. The
funds remaining at June 30, 2000 will be used to pay distributions and other
liabilities.
<PAGE>
Short-Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
Total liabilities of the Partnership, including distributions payable,
were $914,679 and $882,151 at June 30, 2000 and December 31, 1999, respectively.
The increase in liabilities was primarily due to an increase in due to related
parties and rents paid in advance at June 30, 2000, as compared to December 31,
1999. The increase in liabilities was partially offset by a decrease in accounts
payable at June 30, 2000, as compared to December 31, 1999. Liabilities at June
30, 2000, to the extent they exceed cash and cash equivalents will be paid from
future cash from operations or in the event the general partners elect to make
capital contributions or loans, from future general partner contributions or
loans.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to limited partners of approximately $1,400,000 for each
of the six months ended June 30, 2000 and 1999 (approximately $700,000 for each
of the quarters ended June 30, 2000 and 1999). This represents distributions of
$0.40 per unit for each of the six months ended June 30 2000 and 1999 ($0.20 per
unit for each of the quarters ended June 30, 2000 and 1999). No distributions
were made to the general partners for the quarters and six months ended June 30,
2000 and 1999. No amounts distributed to the limited partners for the six months
ended June 30, 2000 and 1999 are required to be or have been treated by the
Partnership as a return of capital for purposes of calculating the limited
partners' return on their adjusted capital contributions. The Partnership
intends to continue to make distributions of cash available for distribution to
the limited partners on a quarterly basis.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
During the six months ended June 30, 1999, the Partnership owned and
leased 23 wholly owned Properties (including one Property which was sold in
December 1999) and during the six months ended June 30, 2000, the Partnership
owned and leased 22 wholly owned Properties to operators of fast-food and
family-style restaurant chains. In connection therewith, during the six months
ended June 30, 2000 and 1999, the Partnership earned $1,366,317 and $1,552,506,
respectively, in rental income from operating leases (net of adjustments to
accrued rental income) and earned income from direct financing leases from these
Properties, $627,500 and $791,384 of which was earned during the quarters ended
June 30, 2000 and 1999, respectively. The decrease in rental and earned income
for the quarter and six months ended June 30, 2000 was partially due to the fact
that in 1998 two tenants filed for bankruptcy and, during the quarter and six
months ended June 30, 2000, rejected the leases relating to two Properties in
Timonium, Maryland and San Antonio, Texas and discontinued making rental
payments on the rejected leases. In conjunction with the rejected leases, during
the quarter and six months ended June 30, 2000, the Partnership reversed $92,314
of accrued rental income. The accrued rental income was the accumulated amount
of non-cash accounting adjustments previously recorded in order to recognize
future scheduled rent increases as income evenly over the term of the lease. The
Partnership will not recognize any rental and earned income from these vacant
Properties until new tenants are located or until the Properties are sold and
the proceeds from such sales are reinvested in additional Properties. The lost
revenues resulting from the rejected and vacant Properties could have an adverse
effect on the results of operations of the Partnership if the Partnership is not
able to re-lease the Properties in a timely manner. The general partners are
currently seeking either new tenants or purchasers for the rejected and vacant
Properties.
The decrease in rental and earned income during the quarter and six
months ended June 30, 2000 was also attributable to the fact that in June 2000,
the tenant of the Partnership's other Property in San Antonio, Texas defaulted
under the terms of its lease, vacated the Property and discontinued making
rental payments on this Property. As a result, during the quarter and six months
ended June 30, 2000, the Partnership established an allowance for doubtful
accounts of $13,926 for past due rental amounts relating to this Property. No
such allowance was recorded during the quarter and six months ended June 30,
1999. The Partnership is currently seeking either a replacement tenant or
purchaser for this Property. The general partners will continue to pursue
collection of past due rental amounts relating to this Property and will
recognize such amounts as income if collected.
The decrease in rental and earned income during the quarter and six
months ended June 30, 2000, as compared to the quarter and six months ended June
30, 1999, was also partially due to the sale of the Partnership's Property in
Atlanta, Georgia in December 1999. Rental and earned income are expected to
remain at reduced amounts while equity in earnings of joint ventures is expected
to remain at increased amounts due to the fact that the Partnership reinvested
these net sales proceeds in a joint venture arrangement, as described above.
In addition, rental and earned income for the quarter and six months
ended June 30, 2000 was lower due to the fact that during the quarter and six
months ended June 30, 1999, the Partnership collected and recognized as income
approximately $31,600 in past due rental amounts for which the Partnership had
previously established an allowance for doubtful accounts relating to its
Property in Stow, Ohio.
During the quarters ended June 30, 2000 and 1999, the Partnership owned
and leased two and three Properties, respectively, indirectly through joint
venture arrangements. In connection therewith, during the six months ended June
30, 2000 and 1999, the Partnership earned $32,475 and $28,767, respectively,
attributable to net income earned by these joint ventures, $15,938 and $19,740
of which was earned during the quarters ended June 30, 2000 and 1999,
respectively.
Operating expenses, including depreciation and amortization expense,
were $347,253 and $324,351 for the six months ended June 30, 2000 and 1999,
respectively, $172,916 and $154,399 of which was incurred during the quarters
ended June 30, 2000 and 1999, respectively. The increase in operating expenses
was primarily due to the fact that the Partnership incurred $15,494 and $22,874
during the quarter and six months ended June 30, 2000, respectively, in
transaction costs related to the general partners retaining financial and legal
advisors to assist them in evaluating and negotiating the terminated merger of
the Partnership with and into CNL American Properties Fund, Inc. ("APF").
The lease termination refund to tenant of $84,873 for the quarter and
six months ended June 30, 2000 is due to lease termination negotiations during
the quarter and six months ended June 30, 2000 related to the 1999 sale of the
Partnership's Property in Atlanta, Georgia, as described above. The Partnership
does not anticipate incurring any additional costs related to the sale of this
Property.
Dismissal of Legal Action
As described in greater detail in Part II, Item 1. "Legal Proceedings,"
in 1999, two groups of limited partners in several CNL Income Funds filed
purported class action suits against the general partners and APF alleging,
among other things, that the general partners had breached their fiduciary
duties in connection with the proposed merger. These actions were later
consolidated into one action. On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice, with each party
to bear its own costs and attorneys' fees.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On May 11, 1999, four limited partners in several CNL Income Funds
served a derivative and purported class action lawsuit filed April
22, 1999 against the general partners and APF in the Circuit Court of
the Ninth Judicial Circuit of Orange County, Florida, alleging that
the general partners breached their fiduciary duties and violated
provisions of certain of the CNL Income Fund partnership agreements
in connection with the proposed merger. The plaintiffs sought
unspecified damages and equitable relief. On July 8, 1999, the
plaintiffs filed an amended complaint which, in addition to naming
three additional plaintiffs, included allegations of aiding and
abetting and conspiring to breach fiduciary duties, negligence and
breach of duty of good faith against certain of the defendants and
sought additional equitable relief. As amended, the caption of the
case was Jon Hale, Mary J. Hewitt, Charles A. Hewitt, Gretchen M.
Hewitt, Bernard J. Schulte, Edward M. and Margaret Berol Trust, and
Vicky Berol v. James M. Seneff, Jr., Robert A. Bourne, CNL Realty
Corporation, and CNL American Properties Fund, Inc., Case No.
CIO-99-0003561.
On June 22, 1999, a limited partner of several CNL Income Funds
served a purported class action lawsuit filed April 29, 1999 against
the general partners and APF, Ira Gaines, individually and on behalf
of a class of persons similarly situated, v. CNL American Properties
Fund, Inc., James M. Seneff, Jr., Robert A. Bourne, CNL Realty
Corporation, CNL Fund Advisors, Inc., CNL Financial Corporation a/k/a
CNL Financial Corp., CNL Financial Services, Inc. and CNL Group,
Inc., Case No. CIO-99-3796, in the Circuit Court of the Ninth
Judicial Circuit of Orange County, Florida, alleging that the general
partners breached their fiduciary duties and that APF aided and
abetted their breach of fiduciary duties in connection with the
proposed merger. The plaintiff sought unspecified damages and
equitable relief.
On September 23, 1999, Judge Lawrence Kirkwood entered an order
consolidating the two cases under the caption In re: CNL Income Funds
Litigation, Case No. 99-3561. Pursuant to this order, the plaintiffs
in these cases filed a consolidated and amended complaint on November
8, 1999. On December 22, 1999, the general partners and CNL Group,
Inc. filed motions to dismiss and motions to strike. On December 28,
1999, APF and CNL Fund Advisors, Inc. filed motions to dismiss. On
March 6, 2000, all of the defendants filed a Joint Notice of Filing
Form 8-K Reports and Suggestion of Mootness.
On April 25, 2000, Judge Kirkwood issued a Stipulated Final Order of
Dismissal of Consolidated Action, dismissing the action without
prejudice, with each party to bear its own costs and attorneys' fees.
Item 2. Changes in Securities. Inapplicable.
Item 3. Default upon Senior Securities. Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
Item 5. Other Information. Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
**3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XVIII, Ltd. (Filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-11, No.
33-90998-01, incorporated herein by reference.)
**3.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XVIII, Ltd. (Included as Exhibit 4.2 to
Form 10-K filed with the Securities and Exchange
Commission on March 21, 1996, and incorporated herein by
reference.)
**4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XVIII, Ltd. (Filed as Exhibit 3.2 to
Registrant's Registration Statement on Form S-11, No.
33-90998-01 and incorporated herein by reference.)
**4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XVIII, Ltd. (Included as Exhibit 4.2 to
Form 10-K filed with the Securities and Exchange
Commission on March 21, 1996, and incorporated herein by
reference.)
**4.3 Form of Agreement between CNL Income Fund XVII, Ltd. and
MMS Escrow and Transfer Agency, Inc. and between CNL
Income Fund XVIII, Ltd. and MMS Escrow and Transfer
Agency, Inc. relating to the Distribution Reinvestment
Plans (Filed as Exhibit 4.4 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
<PAGE>
**5.1 Opinion of Baker & Hostetler as to the legality of the
securities being registered by CNL Income Fund XVIII,
Ltd. (Filed as Exhibit 5.2 to Amendment No. Three to the
Registrant's Registration Statements on Form S-11, No.
33-90998, incorporated herein by reference.)
**8.1 Opinion of Baker & Hostetler regarding certain material
tax issues relating to CNL Income Fund XVIII, Ltd.
(Filed as Exhibit 8.1 to Amendment No. Three to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**8.2 Opinion of Baker & Hostetler regarding certain material
issues relating to the Distribution Reinvestment Plan of
CNL Income Fund XVIII, Ltd. (Filed as Exhibit 8.4 to
Amendment No. Three to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**8.3 Amended Opinion of Baker & Hostetler regarding certain
material issues relating to CNL Income Fund XVIII, Ltd.
(Filed as Exhibit 8.5 to Post-Effective Amendment No.
Four to the Registrant's Registration Statement on Form
S-11, No. 33-90998, incorporated herein by reference.)
**10.1 Management Agreement between CNL Income Fund XVIII, Ltd.
and CNL Fund Advisors, Inc. (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on March 20, 1997, and incorporated herein by
reference.)
**10.2 Form of Joint Venture Agreement for Joint Ventures with
Unaffiliated Entities (Filed as Exhibit 10.2 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.3 Form of Joint Venture Agreement for Joint Ventures with
Affiliated Programs (Filed as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.4 Form of Development Agreement (Filed as Exhibit 10.5 to
the Registrant's Registration Statement on Form S-11,
No. 33-90998, incorporated herein by reference.)
**10.5 Form of Indemnification and Put Agreement (Filed as
Exhibit 10.6 to the Registrant's Registration Statement
on Form S-11, No. 33-90998, incorporated herein by
reference.)
**10.6 Form of Unconditional Guarantee of Payment and
Performance (Filed as Exhibit 10.7 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.7 Form of Lease Agreement for Existing Restaurant (Filed
as Exhibit 10.8 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.8 Form of Lease Agreement for Restaurant to be Constructed
(Filed as Exhibit 10.9 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.9 Form of Premises Lease for Golden Corral Restaurant
(Filed as Exhibit 10.10 to the Registrant's Registration
Statement on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.10 Form of Agreement between CNL Income Fund XVII, Ltd. and
MMS Escrow and Transfer Agency, Inc. and between CNL
Income Fund XVIII, Ltd. and MMS Escrow and Transfer
Agency, Inc. relating to the Distribution Reinvestment
Plans (Filed as Exhibit 4.4 to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
**10.11 Form of Cotenancy Agreement with Unaffiliated Entity
(Filed as Exhibit 10.12 to Amendment No. One to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
**10.12 Form of Cotenancy Agreement with Affiliated Entity
(Filed as Exhibit 10.13 to Amendment No. One to the
Registrant's Registration Statement on Form S-11, No.
33-90998, incorporated herein by reference.)
<PAGE>
**10.13 Form of Registered Investor Advisor Agreement (Filed as
Exhibit 10.14 to Amendment No. One to the Registrant's
Registration Statement on Form S-11, No. 33-90998,
incorporated herein by reference.)
27 Financial Data Schedule (Filed herewith).
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 14th day of August, 2000.
CNL INCOME FUND XVIII, LTD.
By: CNL REALTY CORPORATION
General Partner
By:/s/ James M. Seneff, Jr.
--------------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Robert A. Bourne
--------------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
